HP to Review Unsolicited Exchange Offer from Xerox
March 02 2020 - 11:40AM
HP Inc. (NYSE: HPQ) today confirmed that Xerox Holdings Corporation
(“Xerox”) has commenced an unsolicited exchange offer to acquire
all outstanding shares of HP common stock for consideration
consisting of cash, Xerox common stock, or a combination thereof
(the “Offer”).
The HP Board of Directors (the “Board”) will, consistent with
its fiduciary duties and in consultation with its independent
financial and legal advisors, carefully review and evaluate the
Offer to determine the course of action that the Board believes is
in the best interests of the Company and all HP shareholders. HP
shareholders are advised to take no action at this time pending the
Board’s review and evaluation of the Offer.
HP intends to advise shareholders of the Board’s position
regarding the Offer within ten business days by making available to
shareholders a solicitation/recommendation statement on Schedule
14D-9, to be filed with the U.S. Securities and Exchange Commission
and published on HP’s website at www.hp.com.
Advisors
Goldman Sachs & Co. LLC and Guggenheim Securities, LLC are
serving as financial advisors, and Wachtell, Lipton, Rosen &
Katz is legal advisor, to HP.
Important Information
This document is not an offer to purchase or a solicitation of
an offer to sell any securities. HP will file with the SEC a
solicitation/recommendation statement on Schedule 14D-9. Any
solicitation/recommendation statement filed by HP that is required
to be mailed to shareholders will be mailed to HP shareholders. HP
STOCKHOLDERS ARE ADVISED TO READ HP’S SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Shareholders may obtain free copies of the
solicitation/recommendation statement on Schedule 14D-9 (when
available), as well as any other documents filed by HP with the
SEC, without charge at the SEC’s website at www.sec.gov. In
addition, investors and security holders will be able to obtain
free copies of these documents from HP by directing a request to
Investor Relations, 1501 Page Mill Road, Palo Alto, CA 94304, or by
calling (650) 857-1501.
HP has filed a preliminary proxy statement with the SEC in
connection with the solicitation of proxies for the 2020 Annual
Meeting of Shareholders, and a definitive proxy statement and a
WHITE proxy card will be filed with the SEC and mailed to HP’s
shareholders. HP SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT
AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may
obtain free copies of these and other SEC filings made by HP (when
available) without charge from the sources indicated
above.
Certain Information Concerning Participants
HP and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies under the
rules of the SEC. Information regarding the names, affiliations and
interests of HP’s directors and executive officers is set forth in
the preliminary proxy statement for the 2020 Annual Meeting of
Shareholders and will be set forth in the definitive proxy
statement. Shareholders may obtain free copies of these documents
without charge from the sources indicated above.
About HP Inc.HP Inc. (NYSE: HPQ) creates
technology that makes life better for everyone, everywhere. Through
our product and service portfolio of personal systems, printers and
3D printing solutions, we engineer experiences that amaze. More
information about HP Inc. is available at www.hp.com.
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